Below, you will find a checklist of the necessary documentation for your Approval.

Transcription

1 CHECKLIST FOR CORRESPONDENTAPPROVAL Thank you for your interest in becoming an approved partner with Triumph Mortgage. If you have any questions regarding the approval process or documentation required, please contact your Account Executive. Below, you will find a checklist of the necessary documentation for your Approval. 1. Completed Triumph Mortgage TPO Application 2. Fully Executed Correspondent Loan Purchase Agreement 3. Fully Executed Corporate Resolution 4. Fully Executed Mortgage Broker Agreement, including Compensation Agreement (optional for FHA, VA, RD products) 5. Fully Executed Mortgage Processing Agreement (optional) 6. Two (2) Years Audited Financial Statements 7. Copies of FNMA, FHLMC, FHA or VA approval letters, if applicable 8. Evidence of Errors & Omissions Insurance and Fidelity Bond 9. Resumes of employees responsible for management of mortgage lending 10. Copy of Quality Control Plan 11. Fictitious Name or DBA filings, if applicable 12. List of approved appraisal providers in the areas you conduct business Please submit all original documentation via mail or overnight delivery to: Triumph Mortgage Attn: Travis Chapman 1125 Schilling Blvd E Suite 100 Collierville, TN 38017

2 LENDER INFORMATION: APPLICATION FOR THIRD PARTY LENDERS FINANCIAL INSTITUTIONS LEGAL NAME OF INSTITUTION STREET ADDRESS OF MAIN OFFICE MAILING ADDRESS PARENT COMPANY (IF APPLICABLE) TELEPHONE # FAX # FEDERAL TAX ID ORGANIZATIONAL STRUCTURE YEAR FOUNDED FDIC CERT OR RSSD # PRIMARY CONTACT TITLE ADDRESS SECONDARY CONTACT TITLE ADDRESS STATES IN WHICH YOU ORIGINATE MORTGAGE LOANS: AGENCY APPROVALS/DESIGNATIONS: AGENCY APPROVAL TYPE DATE OF APPROVAL FNMA FHLMC FHA VA RD AGENCY ID # Has your company ever been rejected, suspended, or terminated by any of the above? Yes No If yes, please attach explanation. Triumph Mortgage TPO Lending Application November 2013 Page 2

3 GENERAL INFORMATION: Does lender plan to submit loans originated by a third party? Yes No note: CBMG does not purchase or fund TPO loans Has your company been suspended by an investor or agency? Yes No If yes, attach explanation Has your company been required to repurchase any mortgage loans in the past 3 years? Yes No If yes, attach explanation Has your company been forced to indemnify any investors against loss for mortgage loans sold or brokered in the past 3 years? Yes No If yes, attach explanation Is there any pending legal action directed against, presently unsettled or adjudicated against the applicant or its principals? Yes No If yes, attach explanation Is any officer, shareholder or employee of the applicant? 1) currently suspended, debarred, under a limited denial of participation or otherwise restricted under part 25 of title 24 of the code of federal regulations, 2 code of federal regulations, part 180 as implemented by part 2424, or any successor regulations to such parts, or under similar provisions of any other federal agency? Yes No If yes, attach explanation 2) under indictment for, or has been convicted of, an offense that reflects adversely upon the applicants integrity competence or fitness? Yes No If yes, attach explanation 3) subject to unresolved findings contained in a department of housing and urban development or other governmental audit, investigation or review? Yes No If yes, attach explanation 4) engaged in business practices that do not conform to generally accepted practices of prudent mortgage lenders or brokers or that demonstrate irresponsibility? Yes No If yes, attach explanation 5) convicted of, or who has pled guilty or nolo contendre to, a felony related to participation in the real estate or mortgage loan industry at any tie preceding the date of this application, if such felony involved an act of fraud, dishonesty, or money laundering? Yes No If yes, attach explanation 6) in violation of the provision of the S.A.F.E mortgage licensing act of 2008 or any applicable provision of state law? Yes No If yes, attach explanation 7) in violation of any other requirement as established by HUD or other applicable federal or state banking, mortgage lending, insurance or securities regulators? Yes No If yes, attach explanation Are you a member of MERS (Mortgage Electronic Registration Systems)? Yes Organization ID# No Which loan origination software do you utilize? Which credit report provider do you utilize? Do you currently use any of the following automated underwriting systems? Fannie Mae Desktop Originator (DO) Fannie Mae Desktop Underwriter (DU) Freddie Mac Loan Prospector (LP) Triumph Mortgage TPO Lending Application November 2013 Page 3

4 Does your company own or have an affiliation with an appraisal firm, real estate firm, home builder, title insurance agency or escrow company? Yes No If yes, provide names of affiliated companies MOST RECENT YEAR VOLUME # OF LOANS $ OF LOANS AVERAGE LOAN FHA/VA CONVENTIONAL USDA JUMBO YEAR TO DATE VOLUME # OF LOANS $ OF LOANS AVERAGE LOAN FHA/VA CONVENTIONAL USDA JUMBO INVESTOR RELATIONSHIPS Please provide the company information of all investors in which your organization has brokered or sold mortgage loans in the past 3 years. Company Contact Phone Length of Relationship MORTGAGE PERSONNEL Please list all Managers, Loan Officers and Processors. Name Position NMLS # Branch Address Address Triumph Mortgage TPO Lending Application November 2013 Page 4

5 WAREHOUSE LINES OF CREDIT Please list all current warehouse lenders, if applicable. Company Contact Phone Length of Relationship Amount of Credit INSURANCE COVERAGE Please provide the information regarding your current insurance coverage. Type Company Coverage Amount Expiration Date Fidelity Errors & Omissions CERTIFICATION The undersigned declares that, to the best of their knowledge, the statements set forth herein are true. Triumph Mortgage is hereby authorized to obtain verification from any source named herein. NAME OF INSTITUTION BY: PRINT NAME DATE TITLE Triumph Mortgage TPO Lending Application November 2013 Page 5

6 CORRESPONDENT LOAN PURCHASE AGREEMENT This Correspondent Loan Purchase Agreement ( Agreement ) is effective as of the day of, 20 between Triumph Mortgage ("TM") and, a[n] organized and existing under the laws of the state of ( Correspondent ) 1. TM and Correspondent shall be individually referred to as the Party and collectively as the Parties. TM and Correspondent wish to enter into an arrangement, pursuant to which Correspondent may from time to time desire to offer certain Loans ( Loans ) to TM, and TM may desire to purchase the Loans subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1. LOANS ELIGIBLE FOR PURCHASE: (a) Correspondent may offer for sale to TM eligible VA, FHA, RHS, Conventional or Non-Conforming (Jumbo) Loans. All such Loans shall be sold with servicing released to TM. All such Loans shall be originated and closed by Correspondent according to standard agency regulations as established, and amended from time to time, by the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), the Government National Mortgage Association (GNMA), the Federal Housing Administration (FHA), the Veterans Administration (VA), and/or the US Department of Agriculture Rural Housing Service (RHS), formerly Farmers Home Administration (FnIHA)and the TM Guide (as hereinafter defined). Specifically, Correspondent shall comply with all appraisal independence requirements for each agency. It is hereby understood and agreed, for purposes of this Agreement, that the aforementioned standard agency regulations are incorporated in and made a part hereof. Additionally, Correspondent will fully comply with all laws and regulations applicable to its performance of this Agreement. Listings of some of the laws are included in the TM Guide, as defined in Section 5 (collectively Financing Laws ). (b) All Loans offered by Correspondent must be secured by residential first-lien mortgages or deeds of trust. Correspondent shall be responsible for ensuring the compliance of Loans sold hereunder with the applicable agency regulations which may exist at the time of purchase. Correspondent may submit completed applications for Loans to TM, and upon receipt thereof, TM may, in its sole discretion, approve and agree to purchase such Loans following their origination, closing and funding by Correspondent. Nothing in this Agreement shall be construed as obligating TM to accept, approve, or underwrite any Loan or to obligate Correspondent to submit any particular Loan application to TM, except as to an application or Loan which has been submitted to and accepted by TM in writing. (c) TM will prepare all closing documents for the Loans except as otherwise agreed by the Parties. Correspondent may select a mortgage insurance company to provide coverage from the list of approved mortgage insurance companies listed on the TM Guide. (d) If Correspondent does not have agency approval for Loans involving FHA, VA and RD, then Correspondent may elect to enter into a broker agreement for FHA, VA and RD loans with TM. 2. PAYMENT FOR LOANS: Payment for Loans will be made following receipt and review of closing documentation, including evidence of compliance with underwriting requirements, FHA, VA and/or RHS requirements, rules and regulations, as well as all Federal and State statutes, rules and regulations, including but not limited to Financing Laws. Payment for Loans will be made via the Federal Reserve Wire Transfer System to the party directed by the Correspondent. Any amounts collected by Correspondent for maintenance or improvements to the property, for the escrow of taxes or insurance not yet due, or for other reserves shall be deducted from the wire amount. 1 The parties who execute this Agreement could be mortgage correspondents, mortgage companies, credit unions or banks and the use of the term Correspondent is for convenience only as a means of identifying the party with whom TM is contracting under this Agreement and shall not otherwise define or affect the meaning, construction or scope of any of the provisions hereof. 1

7 3. DELIVERY OF DOCUMENTS: Correspondent agrees to do all acts necessary to perfect title to the Loans to TM and shall sell, assign and deliver to TM, with respect to the purchase of each Loan, the documents set forth in the TM Guide, all subject to the approval of TM and its legal counsel as to proper form and execution. 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CORRESPONDENT: With the knowledge that each of the following representations and warranties is material to and relied upon by TM in approving and purchasing each Loan, Correspondent represents and warrants to TM, with respect to each Loan sold to TM or offered for sale to TM hereunder, that at the time each Loan is originated, offered, closed, funded and/or sold that: (a) Correspondent is and will continue to be duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was incorporated or organized, as applicable, and has and will continue to maintain all licenses, registrations, and certifications necessary to carry on its business as now being conducted, and is and will continue to be licensed, registered, qualified, and in good standing in each state where property securing a Loan is located if the laws of such state require licensing, registration or qualification in order to conduct business of the type conducted by Correspondent; and (b) Correspondent has and will maintain the full corporate or partnership power and authority to execute and deliver the documents contemplated by this Agreement and to perform in accordance with each of the terms thereof and the terms of the TM Guide. The execution, delivery and performance of this Agreement by Correspondent and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement is a legal, valid, binding and enforceable obligation of Correspondent, and all requisite corporate or partnership action has been taken by Correspondent to make this Agreement valid and binding upon Correspondent and enforceable in accordance with its terms; and (c) Correspondent has the ability to perform each and every obligation and/or requirement imposed on Correspondent pursuant to this Agreement, and no offset, counterclaim, or defense exists to the full performance by Correspondent of the requirements of this Agreement; and (d) Correspondent s compliance with terms and conditions of this Agreement will not violate any provisions of Correspondent's organizational documents, any instrument relating to the conduct of its business, or any other agreement to which it may be a party, or any governmental requirement; and (e) There are no actions, suits or proceedings pending or, to Correspondent's knowledge, threatened, against or affecting Correspondent, or the properties of Correspondent, before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to Correspondent, would have a material adverse effect on the financial condition, properties or operations of Correspondent, or Correspondent s ability to perform its obligations hereunder; and (f) Neither the Correspondent application, this Agreement, nor any statement, report or other document furnished or to be furnished by Correspondent pursuant to this Agreement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; and (g) Correspondent has complied with, and has not violated any law, ordinance, requirement, regulation, rule or other order applicable to its business or properties, the violation of which might adversely affect the operations or financial condition of Correspondent to consummate the transactions contemplated by this Agreement; and (h) All financial statements required to be submitted by Correspondent to TM have been prepared in accordance with Generally Accepted Accounting Practices applied on a consistent basis by an independent certified accountant or other individual acceptable to TM; and (i) Correspondent has established procedures with respect to real estate appraisers and appraisals in accordance with the requirements described in the TM Guide, and implementing regulations, Correspondent maintains a list of approved appraisers (the "Approved Appraisers") who satisfy the TM's standards for appraiser independence as set forth in the TM Guide, and Correspondent shall, upon TM's request, provide TM with any information Correspondent has in its possession regarding any appraiser or appraisal; and 2

8 (j) Correspondent shall at all times comply with all federal, state, and local laws, regulations, and/or ordinances applicable to it and, in particular, but without limitation, shall not, at any time, (i) discourage or dissuade any person from applying for a Loan (ii) offer or negotiate different interest rates or terms, or (iii) treat any applicant or potential applicant differently, on the basis of that person's race, sex, religion, national origin, age, color, disability, or marital status; or the fact that the person derives all or part of his/her income from any public assistance program; or the fact that the person has in good faith exercised any right under the Federal Consumer Credit Protection Act or any state anti-discrimination law; or based upon any other characteristic of the person which is defined to be a prohibited basis for credit discrimination under any state or federal law or regulation; and (k) Correspondent shall comply with the TM Guide and will agree to the representations in the TM Guide for the origination, documentation and closing of each Loan; and (l) In addition to those representations, warranties, and covenants specifically set forth above, Correspondent makes all representations, warranties, and covenants expressed by Correspondent to TM orally or in writing with respect to any particular Loan, and expressly makes any and all additional representations, warranties, or covenants that are normally or customarily made in connection with a Loan of the same type and terms as the Loan. 5. TM GUIDE: (a) As used in this Agreement, the TM Guide refers to the product manuals, announcements, and other terms, conditions, and procedures presently or hereafter published by TM at its mortgage lending website located at (or at any other web location as TM may from time to time select) and all revisions, replacements, amendments and additions thereto which may be made from time to time by TM. This Agreement includes all terms, procedures, and conditions of the TM Guide, as it may be revised, amended, replaced or supplemented by TM from time to time, and all such terms, procedures and conditions are and shall be incorporated by reference and made a part of this Agreement. The TM Guide is proprietary information of TM and may not be used for any purpose other than performance of Correspondent s obligations under this Agreement and may not be transferred or disclosed to any other third person or entity without the prior written authorization of TM. (b) From time to time during the term of this Agreement, TM shall determine and make known to Correspondent its underwriting guidelines for Loan applications based on factors such as type of loan, loan limits, loan to value ratios, interest rates, fees, payment features, documentation requirements, and credit standards. TM s underwriting guidelines are subject to change by TM from time to time and are set forth in the TM Guide. (c) Correspondent further acknowledges and agrees that: i. With respect to the TM Guide: (a) Correspondent shall at all times and in all in all respects comply with such terms, procedures and conditions of the TM Guide: (b) Correspondent will exercise diligence in training its staff and any approved vendors used by Correspondent, as necessary, regarding the requirements set forth in the TM Guide and communicating any amendments, revisions, replacements or additions promptly; (c) TM may revise, amend, supplement or replace the TM Guide from time to time without advance notice and any such revisions, amendments, replacements or additions to the TM Guide will be effective when published; and (d) Correspondent will exercise diligence to stay up to date with all amendments and additions to the TM Guide. ii. With respect to TM s quality control program: (a) Correspondent acknowledges that such program is conducted at the option of TM, that TM is not obligated to conduct the program, and that the program is solely for TM s benefit and may not be relied upon by Correspondent or any prospective borrower; (b) Correspondent shall cooperate with TM in connection with the program whereby the accuracy of credit and property documentation is routinely verified; and (c) Correspondent agrees that the conduct of such program shall not relieve Correspondent of any duty or obligation under this Agreement or constitute a waiver of, or a claim by Correspondent arising from the inaccuracy of any representations, warranties or covenants of Correspondent hereunder. 3

9 6. CLOSING, FUNDING AND SALE OF LOANS. (a) Correspondent may originate, close, fund, and sell Loan products offered by TM from time to time, except as may otherwise be announced by TM in the TM Guide or elsewhere. All Loans shall be closed in the name of Correspondent, using its own funds. Each Loan shall be closed using such forms as TM may designate to be acceptable to it using an approved document preparation firm and/or as prepared by TM. Each Loan shall be closed at no cost to TM. To be an Eligible Loan, the Loan must be locked, underwritten, closed, and disbursed and the closed Loan package delivered to TM by the expiration date pursuant to the TM Guide ( Eligible Loan ). The applicable purchase price, which TM will pay for any particular Eligible Loan, shall be equal to the outstanding principal balance due on the Loan as of the date of purchase plus accrued interest at the rate stated in the note from the date thereof until the date through which interest has been paid less any amounts that may be due from Correspondent to TM under the terms of this Agreement. In addition, Correspondent may be paid such other compensation as TM may from time to time designate with respect to Eligible Loans sold to it under this Agreement. (b) Notwithstanding the foregoing, TM is authorized to deduct from either the purchase price or other compensation due Correspondent on account of a particular Loan the difference in yield resulting from any below par pricing agreed to by Correspondent for such Loan. Once TM receives from Correspondent its offer to sell a closed and funded Loan to TM, TM will confirm preliminarily whether it accepts such offer, and if so, the applicable price to be paid for such Loan. Such acceptance by TM shall remain conditional until the complete, original closed and funded Loan file has been furnished by Correspondent to TM, and TM shall have verified that all required loan documents are satisfactory and meets the requirements by TM for an Eligible Loan. In the event that TM should identify any defects in the documentation submitted with a Loan which prevents it from being an Eligible Loan, TM shall advise the Correspondent and Correspondent shall have seventy-two (72) hours which to cure such defects. TM shall have no further obligation to purchase such Loan if any such defects are not cured within seventy-two (72) hour period. If the Loan has already been purchased by TM prior to the discovery of the documentation defect, the Correspondent shall have seventy-two (72) hours within which to cure a curable defect, after which time the Correspondent shall repurchase the Loan from TM if the defect has not been cured to TM s satisfaction. (c) Correspondent acknowledges and agrees that TM is entitled to and shall rely on the representations, warranties and covenants of Correspondent in underwriting the Loan and preparing the documentation necessary to close the Loan. Notwithstanding whether TM may have prepared or independently reviewed and approved the forms used to close the Loan or provided them to Correspondent, the responsibility for ensuring the genuineness and accuracy of the information provided by Correspondent to enable TM to complete such forms shall in all respects be and remain the responsibility of Correspondent, not of TM, and any claim arising from the failure of Correspondent on this regard shall be part of the indemnity obligation of Correspondent set forth in the following Section. (d) Correspondent shall be responsible for all documentation required to transfer a closed and funded Loan to TM. Without limiting the generality of the foregoing, the Correspondent shall prepare assignment instruments for the note, the mortgage, and any other legal document relating to such Loan assigned to TM, with such documentation as has been provided or approved by TM. Correspondent shall provide, at Correspondent s expense, all notifications to any borrower or other obligor of the transfer of each such Loan, as required by any applicable federal, state or local statutes, rules, regulations, ordinances or requirements in the jurisdiction where the property securing the Loan is located. A copy of each such notification shall be contained in the Loan file delivered to TM, with such notification to be provided in such format as TM may have provided to Correspondent or as TM may otherwise have approved. (e) TM s purchase from Correspondent of a Loan shall at all times be without any waiver or relinquishment of TM s right to conduct further reviews or audits of such closed, funded, and purchased Loan files with regard to the documentation and forms pertaining thereto, and in the event that such Loan is purchased by TM prior to TM s discovery of any failure of such Loan documentation to satisfy the requirements for such Loan to be an Eligible Loan such event shall not prejudice or impair in any way TM s rights to require that the forms and documents pertaining to such Loan comply with all requirements specified herein, in the Agreement, and in the TM Guide, or its right to request repurchase of said Loan. 4

10 7. REPURCHASE OF LOANS: Correspondent hereby agrees to repurchase any Loan sold to TM at any time during the life of such Loan, upon the occurrence of any of the following events, and within five (5) calendar days of TM s repurchase request: (a) Any representation or warranty made by Correspondent under this Agreement or the TM Guide with respect to any Loan shall, in the reasonable opinion of TM, be, in whole or in part and with or without knowledge of Correspondent, false at the time when made by Correspondent or become false upon the occurrence of subsequent events; or (b) Correspondent's breach of any covenant or obligation to TM with respect to the Loan under this Agreement or the TM Guide. (c) Any material fraud, misrepresentation or act of omission with respect to the information submitted on a particular Loan is determined to exist by TM or another investor. This includes, but is not limited to, Mortgagor or other third party fraud or misrepresentation, and any misrepresentation of Mortgagor's income, funds on deposit, or employment, or of the occupancy status of the Mortgaged Property; or (d) The repurchase price for any Loan that Correspondent is required to repurchase from TM shall be an amount equal to its then unpaid principal balance of the Loan on the date of repurchase, plus accrued interest, plus any premium paid to Correspondent by TM, and direct expenses (including attorney's fees) incurred by TM for any actions taken by it concerning, as a result of, or in connection with, any of the events or circumstances set forth herein as cause for repurchase. The repurchase price to be paid by Correspondent as a result of such repurchase demand shall be paid to TM with immediately available funds within five (5) calendar days of TM s purchase request. TM's exercise of its right to have Correspondent repurchase any Loan hereunder shall be in addition to, and not in lieu of, any other rights or remedies which TM may have against Correspondent hereunder or under applicable law. 8. INDEMNIFICATION: Correspondent shall protect, indemnify, and hold TM harmless from and in respect to, any and all losses, liabilities, reasonable costs, and expenses (including attorneys' fees) that may be incurred by TM with respect to, or proximately resulting from any breach of, any representation, warranty, or covenant of Correspondent hereunder. TM shall be entitled to rely upon Correspondent as assembler and preparer of all Loan documents, and is under no duty whatsoever to investigate or confirm any of the information set forth therein as to its honesty, accuracy, or completeness. Correspondent hereby agrees to indemnify and hold TM harmless from any claim, loss or other damage to TM including reasonable attorney s fees resulting in whole or in part from any inaccuracy or incompleteness in the Loan documents or any act or omission by Correspondent, its agents and employees, including but not limited to failure to comply with applicable state, federal and local statutes or regulations. To the extent Correspondent, its agents or employees, commits an actual wrong, or makes some error or omission in the preparation of any Loan or its documents and as a result thereof, and based thereon, TM commits an act or omission for which it becomes liable to the Mortgage(s) or any third party and/or a claim or cause of action is instituted against TM, Correspondent shall and hereby agrees to indemnify and hold TM harmless from any such loss or damage, including reasonable attorney s fees, resulting therefrom. 9. CONFIDENTIALITY OBLIGATIONS. (a) Correspondent agrees that it will keep the Confidential Information (as defined in the TM Guide) confidential and will not, without the prior written consent of TM, use or disclose or permit any of its officers, directors, partners, employees, agents or representatives to use or disclose any Confidential Information to any person or entity other than: (a) such disclosure to or use by its employees, directors, auditors, attorneys and governmental or regulatory authorities exercising supervision over it who have a need to know such information in order for Correspondent to carry out its responsibilities under this Agreement, (b) such disclosure and use as is expressly provided for in and as reasonably necessary to carry out the purposes for which the Confidential Information is disclosed in connection with this Agreement, (c) as expressly authorized by TM, or (d) in accordance with applicable law, such as disclosure by compulsion pursuant to a validly issued subpoena or other judicial or administrative order, and then only with prior written notice to TM. Correspondent further agrees to abide by TM s privacy policies and procedures with respect to such Confidential Information as such policies and procedures are included in the TM Guide or are communicated by TM to Correspondent from time to time. 5

11 (b) Without limitation on the foregoing, Correspondent agrees to comply with any applicable federal and state privacy regulations with respect to all Confidential Information that it may receive or have access to which contains any non public information with respect to any applicant, borrower or other obligor on any Loan ( Customer Information ) as required by the Financing Loans. Correspondent will not use or disclose Customer Information except as necessary to for Correspondent to originate, facilitate, fund, service and/or sell (as the case may be) Loans in accordance this Agreement. (c) The TM Guide provides applicable laws and regulations that Correspondent shall comply with at all times. For instance, Accordance with Section 5019B) of the GLB Act, Correspondent has or agrees to implement appropriate security measures designed to meet the objectives of regulatory guidelines governing safeguarding of Customer Information. The Correspondent shall also comply with the FACT Act and all rules and regulations promulgated thereunder to the extent its origination, facilitation, funding, servicing and/or sale of the Loans (as applicable) pursuant to this Agreement involves the processing of consumer information that comes within the protection of the FACT Act. 10. NON SOLICITATION. (a) Correspondent agrees that for a period of one hundred eighty (180) days from the date of sale of any Loan to TM under this Agreement, Correspondent shall not in any way, directly or indirectly, market, request, or otherwise solicit from the applicable borrower(s) or other obligor(s) on such Loan to repay or refinance such Loan. (b) TM, including its affiliates, will not directly solicit the borrower for any business; provided this provision does not prevent TM, including its affiliates, from doing business with a borrower due to the borrower contacting TM, including its affiliates, or a borrower responding to a general advertisement. 11. REFUND OF PREMIUMS: If any Loan is prepaid in full or any prepaid principal reduction that exceeds fifteen percent (15%) of the original principal balance within one hundred eighty (180) days following the date of purchase by TM, Correspondent shall refund to TM any and all premiums paid by TM to Correspondent with respect to that Loan. 12. NOTICES: Any notice provided for herein shall be sufficient if sent by first class United States mail, postage prepaid, addressed as follows: If to TM: Triumph Mortgage If to Correspondent: 1125 Schilling Boulevard East, Suite 100 Collierville, Tennessee Attn: Either Party may change its address for purposes hereof by giving notice to the other Party. 13. FINANCIAL STATEMENTS AND RIGHT TO AUDIT: Correspondent agrees to provide annual audited financial statements (including balance sheet, statements of income and expenses, cash flow statements, Report of Compliance with Specific Requirements Applicable to HUD Program Transactions, Report on the Internal Control Structure and Computation of Compliance with FHA Net Worth Requirements), to TM within ninety (90) days after the close of its fiscal year prepared by independent certified public accountants in accordance with generally accepted accounting principles. Correspondent will also submit copies of current Mortgage Licenses (where applicable) and a copy of a current Fidelity Bond and E & 0 Insurance Policy. If TM is the Sponsor of the Correspondent under the FHA Loan Correspondent program, Correspondent agrees to allow TM access to their office facilities and loan records during normal business hours for an on-site compliance audit in accordance with HUD quality control requirements. 14. INSURANCE: Correspondent shall maintain in full force Errors and Omissions Insurance and a Fidelity Bond, Mortgage Banker Bond or Mortgage Originator Policy in such amounts as required by HUD or as TM may reasonably require to indemnify it from any loss or damage incurred in connection with this Agreement and as provided in the TM Guide. 6

12 15. RELATIONSHIP OF THE PARTIES: TM and Correspondent hereby agree that neither this Agreement nor any purchase of Loans pursuant hereto shall constitute any agency relationship, legal representation, joint venture, partnership or employment. TM and Correspondent agree that neither Party is in any way authorized to make any contact, agreement, warranty, or representation, or to create any obligation, express or implied, on behalf of the other. 16. EVENTS OF DEFAULT: Each of the following shall constitute an Event of Default on the part of Correspondent under this Agreement: (i) any breach by Correspondent of any of Correspondent's representations, warranties, or covenants set forth in this Agreement or the TM Guide; (ii) the failure of Correspondent to perform any of its obligations under this Agreement or the TM Guide; (iii) the occurrence of any act of insolvency or bankruptcy concerning Correspondent; (iv) Correspondent's failure to meet any capital, leverage, or other financial standard imposed by any applicable regulatory authority, warehouse lender, or in TM's sole opinion, any material adverse change occurs in the financial condition of Correspondent; (v) any federal or state regulatory authority or licensing agency shall cancel, rescind, or fail to renew Correspondent's license or institute any action against Correspondent for fraud or criminal conduct. 17. RIGHT OF OFFSET: TM shall have the right to deduct any penalties, fees, taxes, or other charges or obligations of any kind owed by Correspondent to TM from the amount to be paid for any Loan purchased by TM hereunder. 18. ENTIRE AGREEMENT: This Agreement and the TM Guide contain the entire agreement of the Parties with respect to the subject matter hereof, and there are no representations, inducements, or other provisions other than those expressed in writing and included herein. All changes, addendum, additions, or deletions to this Agreement must be made in writing and signed by each of the Parties hereto. This Agreement restates, and supersedes any and all prior Mortgage Purchase Agreements between the Parties. No waiver by TM to assert its right under this Agreement in any one or more instances may be construed by TM, other persons or a court of law as a waiver of TM s right to enforce any term of this Agreement, and no alleged course of dealing between TM and Correspondent, and no prior or contemporaneous oral statements of either Correspondent or TM to the contrary may vary or alter the terms of this Agreement. 19. SURVIVAL OF PROVISIONS; SEVERABILITY: All of the covenants, agreements, representations and warranties made herein by the Parties hereto shall survive and continue in effect after the termination of the Agreement or the consummation of the transactions contemplated hereby. Any provisions of the Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidation of the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument. 20. ASSIGNMENT: This Agreement may not be assigned or transferred by Correspondent without the prior written consent of TM. 21. AMENDMENT/TERMINATION: TM shall have the right to amend this Agreement with written notice to the Correspondent. At TM's request, Correspondent shall acknowledge changes to the Agreement in writing, but Correspondent's failure to provide written acknowledgment of any amendment shall not impair the enforceability of such amendment. This Agreement may also be terminated with respect to future purchases of Loans by either Party at any time by giving written notice of termination to the other Party. Upon the occurrence of any Event of Default as described in Paragraph 16(i), 16(ii), 16(iv) or 16(v) hereof, TM may either terminate this Agreement upon notice to Correspondent or, without affecting any other rights or remedies available to TM under this Agreement or at law or in equity, immediately suspend all registrations and lock-ins and may refuse to fund any or all Loans, pending the cure, to TM's satisfaction, of such Event of Default. Upon the occurrence of an Event of Default under Paragraph 16(iii), this Agreement shall terminate automatically. Termination of this Agreement shall not in any respect change, alter, or modify the obligations of TM and Correspondent with respect to Loans that have been purchased by TM from Correspondent prior to the date of such termination. 22. GOVERNING LAW; INTERPRETATION; ATTORNEY S FEES: This Agreement shall be governed by, and construed and enforced in accordance with, applicable Federal law and the internal laws of the State of Tennessee excluding choice of law principles. Each Party irrevocably (i) submits to the exclusive jurisdiction of any state or 7

13 federal court sitting in Shelby County, Tennessee or the United States District Court for the Western District of Tennessee with respect to all matters arising out of or relating to this Agreement, (ii) agrees that all claims with respect to any such action or proceeding may be heard and determined in such state or federal court, (iii) waives to the fullest possible extent, the defense of inconvenient forum, (iv) waives the right to a trial by jury, and (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. If suit be brought to enforce any term of this Agreement, the prevailing Party shall be entitled to costs of suit plus a reasonable attorney s fee as shall be fixed by the court and such fees and costs shall include those incurred in all post-trial or post-decision proceedings, including all appeals or retrials. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Correspondent: By: Name: Title: TM: Triumph Mortgage By: Name: Travis Chapman Title: President K:\1Clients\Triumph Mortgage\correspondent mortgage purchase agreement rev.docx 8

14 RESOLUTION OF BOARD OF DIRECTORS Of (Correspondent) RESOLVED that (Name), the (Title) and (Name), the (Title) of this corporation, or any one or more of them or their duly elected or appointed successors in office, be and each of them is hereby authorized and empowered in the name of and on behalf of this corporation and under its corporate seal, from time to time while this resolution is in effect, to execute any and all agreements, contracts, assignments, endorsements and issuance of checks, mortgage documents, and other papers in connection with documents, and furnish any information required or deemed necessary or proper by Triumph Mortgage, in connection with the foregoing. CERTIFICATION I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution presented to and adopted by the Board of Directors of (Correspondent) at a meeting duly called and held at (Address) on the day of, 20 at which a quorum was present and voted, and that such resolution is duly recorded in the minute book of this corporation; that the officers named in said resolution have been duly elected or appointed to, and the present incumbents of, the respective offices set after their respective names. (Corporate Seal) (Secretary) 9

15 LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that ( Correspondent ), in order to carry out the intent and purposes of the Correspondent Loan Purchase Agreement ( Agreement ) executed as of the day of, 20,between Triumph Mortgage and Correspondent, and in accordance with the provisions of said Agreement, does hereby irrevocably appoint Triumph Mortgage and its affiliates, officers, employees and agents (hereinafter TM ), as its true and lawful attorney in fact, with full power of substitution for the sole and limited purposes, when and if applicable, as are set out below: 1. To endorse the name of Correspondent, without recourse, upon any and all notes, checks, drafts or other instruments and vehicles of the payment of money received or to be received by or on behalf of TM in payment of or on any Loan assigned to TM or insurance proceeds resulting from any insurance on the collateral for the Loans or other collateral, and to take any and all action necessary to perfect the interest of TM in any Loan assigned or intended to be assigned to TM pursuant to the Agreement; 2. To endorse or cause to be endorsed each Loan note to indicate that all right, title and interest of Correspondent in, to and under such Loan has been assigned to TM; 3. To prepare, endorse and file with the appropriate state authority an assignment instrument relating to the transfer of the security instrument in the collateral from Correspondent to TM as purchaser; 4. To take such other action as may be deemed desirable by TM or as may be necessary to perfect the interest of TM in any Loan or collateral or as are necessary or appropriate to enforce its lien in any collateral or otherwise properly service the Loan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the above referenced Agreement. This Limited Power of Attorney shall be binding upon Correspondent and its successors and assigns, and shall inure to the benefit of TM, and its successors and assigns. IN WITNESS WHEREOF, Correspondent has caused its name to be subscribed hereto by, its and its seal is to be affixed by its Secretary, this day of,. Signed and Acknowledged: Secretary (Correspondent) In the presence of the following witnesses: STATE OF COUNTY OF Subscribed and acknowledged before me, a Notary Public in and for said county and state this day of,, by, (Title) of, and attested by,, Secretary of. Notary Public 10

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22 MORTGAGE BROKER AGREEMENT This Mortgage Broker Agreement ( Agreement ) is effective as of the day of, 20 between Triumph Mortgage ("TM") and, a[n] organized and existing under the laws of the state of ( Broker ). TM and Broker shall be individually referred to as the Party and collectively as the Parties. TM and Broker desire to enter into this Agreement to govern their mutual understanding. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 1. SERVICES PERFORMED BY BROKER: (a) Counseling of Applicants. Broker understands and agrees that it has an obligation to all applicants to ensure that each applicant (each an Applicant ) is fully advised of the various loan options available to them prior to obtaining and submitting an application to TM ( Application ). As a result, Broker agrees to counsel each Applicant as follows: (i) the Applicant can afford; Analyze the Applicant s income and debt and pre-qualify the Applicant to determine what (ii) Consult with the Applicant about the home buying and financing process, including advising the Applicant about different loan products, and demonstrating how closing costs and monthly payments would vary under each product; (iii) Assist in collecting from the Applicant financial and credit information (including tax returns and bank statements) necessary for the Application process; (iv) Assist the Applicant in understanding and clearing credit problems; and (v) Maintain regular contact with each Applicant, TM and others between the time the Application is submitted to TM and the loan closing ( Loan(s) ) in order to apprise the Applicant of the status of the Application and to gather any additional information as needed. (b) Gathering Application and Material. In the event the Applicant decides to apply for a Loan from TM, Broker shall be responsible to help the Applicant submit and complete credit package. In furtherance of the general commitment, Broker shall provide the additional services (as applicable to a particular loan transaction) indicated below for the Applicant. (i) Collect information from the Applicant and assist the Applicant in filling out the Application and submitting it to TM; (ii) (iii) (iv) (v) Assist in obtaining verifications of employment and verifications of deposits; Assist in obtaining requests for mortgage and other loan verifications; Assist in obtaining an appraisal of the real property to secure the Loan; and Assist in obtaining a report on whether the subject property is located in a flood zone. (c) Informing Applicant of Fees. Broker agrees it will fully disclose in writing to Applicants all the fees it will be paid for services rendered in connection with this Agreement as set forth in the form attached hereto as Exhibit A. Exhibit A is titled Compensation Agreement and sets forth the Broker compensation. 1

23 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BROKER: All representations, warranties and covenants of Broker shall be deemed to be made as of the date of this Agreement and the date on which TM originates and/or acquires any Loan hereunder, and shall survive the termination of this Agreement. Broker hereby represents, covenants and warrants as follows: (a) If Broker is a corporation, Broker is a duly organized and validly existing corporation and is in good standing under the laws of those jurisdictions in which it operates and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now or as hereafter proposed to be conducted. If Broker is a partnership, limited liability partnership, or limited liability company, Broker has complied with all requirements and restrictions, whether contained in a statute, certificate, articles of organization, partnership agreement or operating agreement, and any such requirements or restrictions do not prevent Broker from validly entering into this Agreement. (b) This Agreement has been duly executed and delivered by Broker and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; (c) Broker is licensed and properly qualified to transact business as a mortgage broker, or is otherwise exempt under applicable law from such licensing and qualification; (d) All documentation and information forwarded to TM will contain true and valid information to the best of Broker s knowledge; (e) Broker acknowledges and understands that TM is committed to full compliance with any and all applicable laws, rules, regulations and orders relating to fair lending (the Fair Lending Laws ). In connection with such commitment, Broker represents, warrants and covenants that it shall not engage in any practice or transaction relating to a Loan which would directly or indirectly have the effect of discriminating against any Loan Application on the basis of race, color, religion, national origin, sex, marital status or age (provided the Applicant has the legal capacity to contract, the fact that all or part of the Applicants income derives from any public assistance program, or the fact that the Applicant has in good faith exercised any rights under the Consumer Credit Protection Act. Broker further represents, warrants and covenants that all of it s Loan practices are consistent with safe and sound lending practices, (b) are consistent and comply with the Fair Lending Laws and (c) are performed in accordance with the Fair Lending Policy attached hereto; (f) All policies, procedures and acts or omissions of Broker, and each action or inaction taken with respect to each Loan by Broker, complied at all relevant times with all state and federal laws, rules and regulations including, but not limited to, the Truth in Lending Act, the Fair Credit Reporting Act, the Equal Credit Opportunity Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Home Ownership and Equity Protection Act of 1994, the Fair Housing Act, and Title V of the Gramm-Leach-Bliley Financial Modernization Act of 1999, the Restoring American Financial Stability Act and all applicable rules and regulations promulgated in connection therewith, as each may be amended from time to time; and (g) Within three (3) business days of TM s request, Broker shall provide TM with Broker s loan officer compensation policy demonstrating compliance with all applicable laws, including, but not limited to, the Restoring American Financial Stability Act and the Truth in Lending Act. (h) Broker represents and warrants that all personnel involved in the origination or processing of residential mortgage loans are adequately trained and licensed or registered to perform these duties. (i) Broker agrees to completely execute and deliver, to all Applicants or persons holding an interest in title, all disclosures required to comply with all federal, state, or local municipality regulations. These regulations include but are not limited to Regulation Z, Regulation B and Regulation C of the Federal Reserve board and any other or future laws or regulations promulgated by applicable Federal or State agencies and authorities. This includes, but is not limited to RESPA, HMDA, MDIA, UDAAP, Appraisal Independence, the Truth-in-Lending Act (including right of rescission requirements), Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Lending, and The Flood Disaster Protection Act. Broker represents and warrants that it will fully comply with all such laws and regulations. Broker recognizes that some state laws may prohibit certain licensees from providing certain federal or state 2